Minutes of Ordinary General Assembly Meeting of
BRISA
BRIDGESTONE SABANCI LASTIK SANAYI VE TICARET ANONIM SIRKETI
which was held for the fiscal year 2021 on March 25, 2022
The Ordinary General Assembly Meeting of Brisa Bridgestone Sabancı Lastik Sanayi ve Anonim Şirketi for 2021 was held on March 25, 2022 at 14:00 in Sabancı Center Sadıka Ana 2 Conference Room located in 4th Levent, Beşiktaş, Istanbul under the surveillance of Ministerial Commissary, Feyyaz BAL commissioned by the letter no E-907726394- 431.03-00073138588 dated 24.03.2022 Istanbul Provincial Directorate of Customs and Trade.
Notice calling for general assembly meeting has been published as defined in Articles of Association and related Legal Codes, in Turkish Trade Registry Gazette numbered 10525 and dated 25.02.2022; on Company web site www.brisa.com.tr and published in Electronic General Assembly Meeting System of Central Registry Agency within the legal period and included the agenda of general assembly meeting.
According to the attendance list of the general assembly meeting, it was understood that 67.939.300 unit of shares, corresponding to TL 679.393,00 of the total capital being in person and 27.248.060.412,2 unit of shares, corresponding to TL 272.480.604,122 of the total capital being by proxy of the issued total capital of 30.511.687.500 unit shares corresponding to TL 305.116.875,00 were present at the meeting. Thus it was understood that the minimum meeting quorum required by Company's Article of Association and related Legal Codes, was present at the meeting. The meeting was opened by Mr. Ahmed Cevdet ALEMDAR, Member of Board, with the participation of Board of Members named, Naohisa YODA, Haluk KÜRKÇÜ and Representative of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş named Mustafa VAROL both in electronic and actual physical environment.
1- In accordance with Article 19 of the Company's Articles of Association and the Internal Directive on the Working Principles and Procedures of the General Assembly, Chairperson of the Board of Directors Mr. Ahmed Cevdet ALEMDAR served as the Chairperson of the Meeting. The President designated Mrs. Neslihan DÖNGEL ÖZLEM as a Minutes Secretary, Mr. Şerafettin KARAKIŞ and Mr. Naohisa YODA as Vote Collection Officers, thus forming the Meeting Presidency.
Additionally, the Chairperson of the Meeting has appointed Mrs. Figen SARKIN ŞAHİN, The Plant Controlling and Accounting Manager of the Company, who has Certificate for Electronic General Assembly Meeting System issued by Central Registry Agency, to use the Electronic General Assembly System.
The agenda items were discussed as mentioned in the announcement as there was no demand for changing the discussion sequence of the agenda items.
2- The 2021 Annual Report of Board was accepted as read as the relevant motion submitted to the Chair of Meeting was accepted by the majority of votes of participants. The Annual Report issued by the Board of Directors was discussed.
Mr. Hamza İL took a word;
He asked a question regarding Arvento:
What will be the contribution of Arvento on Brisa business and financials?
H.Kurkcu, CEO replied and stated that our company is going to be a company providing mobility solutions beyond tyre production and sales. Arvento is serving 650.000 vehicles with 50.000 customers. Brisa will provide tyre and services beyod tyre to Arvento cuıstomers and Arvento will serve Brisa customers. Especially, for our fleet customers, we are planning to provide en-end services. this transaction will provide synergy for both companies.
3- Opinions sections of the 2021 Audit Report were read by the minutes secretary and shareholders were informed.
4- Financial Statements for the fiscal year 2021 were accepted as read as the relevant motion submitted to the chair of meeting was accepted by the majority of votes of participants.
Mr. Hamza İL took a word;
He commented on the Company's gross profit margn and stated that its result is far more better than its competitors' and the results were reflected to the Net Income level. He thanked to all participants who contributed to the Company performance. He asked three questions:
1- Is the total royaly amount 103 MTL in 2022 as stated in financial report?
N. Dongel Ozlem, CFO replied, and stated that 103 MTL is our total royalty amount.
2- What portion of the doubtful receivables are regarding the receivables already in court cases?
N. Dongel Ozlem, CFO replied, and stated that the Company has 142 MTL provision for doubtful receivables. 92 MTL of the provision is regarding doubtful receivables that are already sent to court and the additional almost 50 MTL is related to IFRS provisions.
3- What is the capacity usage ratio in Aksaray?
A.Cevdet Alemdar, the Chairman stated that it is 100% in 2021.
Financial Statements were discussed. Upon voting, Financial Statements were approved by the majority of votes of participants.
5- In this item, the Chairperson stated that the voting right arising from the shares the members of board owned were not taken into account; upon voting, the members of board were released for their activities in 2021 by the majority of votes of participants.
6- Regarding the determination of the use of the 2021 Profit, the proposal was submitted to the approval of the General Assembly with the Decision of the Board of Directors dated 18 February 2022 and numbered 2022/06. The proposal regarding the distribution of the remaining 1.004.575.347 Net Distributable Profit for the period of 2021, after deducting the General Legal Reserves (1st Line) and Legal Liabilities, over the profit of 885,463,119.43 TL calculated in accordance with the Capital Markets Board Legislation and Articles of Association, is as follows.
First Dividend TL 15.255.843,75
Second Dividend TL 603.490.667,06
Total Gross Dividend TL 618.746.510,81
Usufruct TL 44.273.155,97
Secondary Legal Reserves TL 64.776.382,30
Extraordinary Reserves TL 276.779.298,43
Thus, It was approved by majority votes of participants that a gross dividend of 618,746,510,81 TL (at a rate of 202.79%) to the shareholders representing a capital of 305,116,875.00 TL and a gross dividend of 44,273,155,97 TL to the privileged shareholders will be distributed in cash, 10% income tax will withhold depending on the legal status of our partners and cash dividend payment rights usage date starting March 29, 2022.
7- The proposal was accepted to pay a monthly gross salary of 26.000 TL (twentysix thousand Turkish liras) to each of independent board members until the end of their term of office and not to pay any remuneration or attendance fee to the other board members by majority votes of participants with 269.342.060,122 TL positive vote against negative vote 3.817.937,00TL
8- In consequence of that the proposal submitted to the Chair of Meeting is accepted by the majority vote of the participants in accordance with the recommendation of Auditing Committee and Board of Directors, and pursuant to the Turkish Commercial Code 6102 and Capital Markets Board 6362; KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirket was appointed to audit the financial reports of the fiscal year 2022 and to conduct other activities defined in these codes the positive decision given by 269.342.896,122-TL positive vote against the negative vote 3.817.101,00TL.
9- Shareholders were informed of that donation equal to TL 760.786 -was made in 2021 and this amount was remained under donation ceiling level.
10- It was resolved that the limit of donations to be made for the fiscal year 2022 is up to 1% (one percent) of profit and it is accepted by the majority votes of the participants.
11- It was resolved by the majority vote of the participants that the Chairperson and Members of Board are authorized to take transactions as set out in the Articles 395 and 396 of Turkish Commercial Code 6102.
12- The Chairperson gave a speech to the participants for wishes and desires.
One of the shareholder who attended the General Assembly Meetings on E-GKS platforms asked two questions "Since production has been stopped at the Ulyanovsk Plant in Russia, is there any possibility that this production would be shifted to Brisa and positively affect the Brisa production level? And Could it be possible to plan a site visit for shareholders?"
Ahmed Cevdet ALEMDAR, Chairperson of Meeting, stated that there is not such a possibility yet and this war is not a special situation to us, we are following all the developments carefully since the war affects the whole world. And he added that there has been a trip to Aksaray factory once in the past, but because of Covit we are not able to do this for now, we noted this suggestion and it can be planned in the future.
Mr. Hamza İNAN took a word;
He thanked to Brisa team for having a transparent General Meeting, for standing up despite all the challenges, for flying our flag all over the world.
Mr. Tunç KERTMEN took a word;
He asked one question:
What is the future plan of Brisa about changing environment in the automotive industry and electrical vehicle industry?
Mr. Ahmed Cevdet ALEMDAR stated that we continue our investment plans as we have in the past, some of this plan are publicly disclosed and feasibility studies are carried out on some of them. Arvento is also an important investment in the process of transforming towards mobility solutions and electric vehicles business, the customer portfolio is shifting towards fleets, so we are on track to provide our customers with an end to end beyond tyre journey.
As there was no agenda item remained to discuss, the Chairperson closed the meeting by stating that the quorum legally required was maintained in the course of meeting.
These minutes comprising 4 pages was prepared and signed in the meeting place following the meeting.
Istanbul, March 25, 2022 Hour: 15:12 p.m.